UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2019
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number: 333-150952
China Media Inc.
(Exact name of registrant as specified in its charter)
Nevada |
| 46-0521269 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
Room 10128, No. 269-5-1 Taibai South Road, Yanta District, Xi'an City, Shaan'xi Province, China |
| 710068 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant's telephone number, including area code: (86) 298765-1114
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
[ ] Large accelerated filer Accelerated filer | [X] Non-accelerated filer |
[X] Smaller reporting company |
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
As of February 14, 2020, the registrant had 39,750,000 shares of common stock outstanding.
1
Table of Contents
PART I - FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 4. Controls and Procedures |
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PART II - OTHER INFORMATION |
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Item 1. Legal Proceedings |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. Defaults Upon Senior Securities |
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Item 4. Submission of Matters to a Vote of Security Holders |
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Item 5. Other Information |
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Item 6. Exhibits |
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PART I - FINANCIAL INFORMATION
The unaudited interim consolidated financial statements of China Media Inc. (the Company, China Media, we, our, us) follow. All currency references in this report are to U.S. dollars unless otherwise noted.
CHINA MEDIA INC.
DECEMBER 31, 2019
(UNAUDITED)
Financial Statement Index
Consolidated Balance Sheets as of December 31, 2019 (Unaudited) and June 30, 2019 |
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Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended December 31, 2019 and 2018 (Unaudited) Consolidated Statements of Changes in Stockholders Deficit for the three and six months ended December 31, 2019 and 2018 (Unaudited) |
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Consolidated Statements of Cash Flows for the six months ended December 31, 2019 and 2018 (Unaudited) |
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Notes to the Consolidated Financial Statements (Unaudited) |
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2
CONSOLIDATED BALANCE SHEETS
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| DECEMBER 31, 2019 |
| JUNE 30, 2019 |
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| (Unaudited) |
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Assets |
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| ||
| Current assets |
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| |
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| Cash and cash equivalents | $ 1,987 |
| $ 2,603 |
|
| Other receivable, net of allowance of $116,428 and $118,145 at December 31, 2019 and June 30, 2019, respectively | 3,294 |
| 3,780 |
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| Other current assets | 431 |
| - |
| Total current assets | 5,712 |
| 6,383 | |
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| Fixed assets, net | 14,521 |
| 14,736 |
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| Operating lease right-of-use asset related party | 53,404 |
| - |
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| Total assets | $ 73,637 |
| $ 21,119 | |
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Liabilities and Stockholders' Deficit |
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| Current liabilities |
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| |
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| Accounts payable | $ 8,837 |
| $ 8,924 |
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| Accrued liabilities and other payable | 303,152 |
| 287,592 |
|
| Accrued liabilities related party | 43,352 |
| 73,270 |
|
| Operating lease liability, current related party | 55,421 |
| - |
|
| Due to related parties | 797,147 |
| 717,974 |
| Total current liabilities | 1,207,909 |
| 1,087,760 | |
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| |
| Operating lease liability, non-current related party | 36,454 |
| - | |
| Total non-current liabilities | 36,454 |
| - | |
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| Total liabilities | 1,244,363 |
| 1,087,760 | |
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Stockholders' deficit |
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| ||
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| Common stock, $0.00001 par value, 180,000,000 shares authorized; 39,750,000 shares issued and outstanding at December 31, 2019 and June 30, 2019, respectively | 398 |
| 398 |
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| Additional paid-in capital | 11,338,914 |
| 11,323,440 |
|
| Accumulated other comprehensive income | 644,963 |
| 630,561 |
|
| Accumulated deficit | (13,155,001) |
| (13,021,040) |
| Total stockholders' deficit | (1,170,726) |
| (1,066,641) | |
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|
|
|
|
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| Total liabilities and stockholders' deficit | $ 73,637 |
| $ 21,119 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
CHINA MEDIA INC. | |||||||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||
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| FOR THE SIX MONTHS ENDED DECEMBER 31, |
| FOR THE THREE MONTHS ENDED DECEMBER 31, | ||||||||||||||||||
| 2019 |
| 2018 |
| 2019 |
| 2018 | ||||||||||||||
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Selling, general and administrative expense | $ 118,441 |
| $ 119,464 |
| $ 60,758 |
| $ 60,256 | ||||||||||||||
Impairment loss | - |
| 729,001 |
| - |
| 729,001 | ||||||||||||||
Total operating expenses | 118,441 |
| 848,465 |
| 60,758 |
| 789,257 | ||||||||||||||
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Other expense |
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Interest expense | 15,520 |
| 13,532 |
| 8,672 |
| 6,684 | ||||||||||||||
Net loss before income taxes | (133,961) |
| (861,997) |
| (69,430) |
| (795,941) | ||||||||||||||
Income taxes | - |
| - |
| - |
| - | ||||||||||||||
Net loss | $ (133,961) |
| $ (861,997) |
| $ (69,430) |
| $ (795,941) | ||||||||||||||
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Comprehensive loss |
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Net loss | (133,961) |
| (861,997) |
| (69,430) |
| (795,941) | ||||||||||||||
Foreign currency translation adjustment | 14,402 |
| 7,235 |
| (26,881) |
| 1,824 | ||||||||||||||
Comprehensive loss | $ (119,559) |
| $ (854,762) |
| $ (96,311) |
| $ (794,117) | ||||||||||||||
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Net loss per common share - basic and diluted | $ (0.00) |
| $ (0.02) |
| $ (0.00) |
| $ (0.02) | ||||||||||||||
Weighted average number of common shares outstanding - basic and diluted | 39,750,000 |
| 39,750,000 |
| 39,750,000 |
| 39,750,000 | ||||||||||||||
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The accompanying notes are an integral part of these unaudited consolidated financial statements. |
4
CHINA MEDIA INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT | ||||||||||||
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2019 (Unaudited) | ||||||||||||
| ||||||||||||
|
| Common Stock |
| Additional Paid-in Capital |
| Accumulated Other Comprehensive Income |
| Accumulated Deficit |
| Total Stockholders Deficit | ||
|
| Shares |
| Amount |
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| ||||
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Balance, July 1, 2019 | 39,750,000 |
| $ 398 |
| $ 11,323,440 |
| $ 630,561 |
| $ (13,021,040) |
| $ (1,066,641) | |
Foreign currency translation adjustment | - |
| - |
| - |
| 41,283 |
| - |
| 41,283 | |
Imputed interest on related party loan | - |
| - |
| 6,804 |
| - |
| - |
| 6,804 | |
Net loss | - |
| - |
| - |
| - |
| (64,531) |
| (64,531) | |
|
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Balance, September 30, 2019 | 39,750,000 |
| $ 398 |
| $ 11,330,244 |
| $ 671,844 |
| $ (13,085,571) |
| $ (1,083,085) | |
|
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|
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|
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Foreign currency translation adjustment | - |
| - |
| - |
| (26,881) |
| - |
| (26,881) | |
Imputed interest on related party loan | - |
| - |
| 8,670 |
| - |
| - |
| 8,670 | |
Net loss | - |
| - |
| - |
| - |
| (69,430) |
| (69,430) | |
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Balance, December 31, 2019 | 39,750,000 |
| $ 398 |
| $ 11,338,914 |
| $ 644,963 |
| $ (13,155,001) |
| $ (1,170,726) | |
|
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
CHINA MEDIA INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT | |||||||||||||
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2018 (Unaudited)
| |||||||||||||
|
| Common Stock |
| Additional Paid-in Capital |
| Accumulated Other Comprehensive Income |
| Accumulated Deficit |
| Total Stockholders Deficit | |||
|
| Shares |
| Amount |
|
|
|
| |||||
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Balance, July 1, 2018 | 39,750,000 |
| $ 398 |
| $ 11,298,300 |
| $ 619,693 |
| $ (12,056,334) |
| $ (137,943) | ||
Foreign currency translation adjustment | - |
| - |
| - |
| 5,411 |
| - |
| 5,411 | ||
Imputed interest on related party loan | - |
| - |
| 6,801 |
| - |
| - |
| 6,801 | ||
Net loss | - |
| - |
| - |
| - |
| (66,056) |
| (66,056) | ||
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Balance, September 30, 2018 | 39,750,000 |
| $ 398 |
| $ 11,305,101 |
| $ 625,104 |
| $ (12,122,390) |
| $ (191,787) | ||
|
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|
|
|
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Foreign currency translation adjustment | - |
| - |
| - |
| 1,824 |
| - |
| 1,824 | ||
Imputed interest on related party loan | - |
| - |
| 6,683 |
| - |
| - |
| 6,683 | ||
Net loss | - |
| - |
| - |
| - |
| (795,941) |
| (795,941) | ||
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Balance, December 31, 2018 | 39,750,000 |
| $ 398 |
| $ 11,311,784 |
| $ 626,928 |
| $ (12,918,331) |
| $ (979,221) | ||
The accompanying notes are an integral part of these unaudited consolidated financial statements. |
6
CHINA MEDIA INC. | ||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
(Unaudited)
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| FOR THE SIX MONTHS ENDED DECEMBER 31, | ||
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| 2019 |
| 2018 |
CASH FLOWS OPERATING ACTIVITIES |
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| Net loss | $ (133,961) |
| $ (861,997) | ||
| Adjustments to reconcile net loss to net cash used in |
|
| |||
| operating activities: |
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| Imputed interest | 15,474 |
| 13,484 | |
| Impairment loss on film costs | - |
| 729,001 | ||
| Operating lease right-of-use asset related party | 8,102 |
| - | ||
| Changes in operating assets and liabilities: |
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| Accrued liabilities and other payable | 19,565 |
| 38,400 |
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| Operating lease liability related party | 1,431 |
| - |
Net cash used in operating activities | (89,389) |
| (81,112) | |||
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CASH FLOW FINANCING ACTIVITIES |
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| Proceeds from related party | 88,816 |
| 77,758 |
Net cash provided by financing activities | 88,816 |
| 77,758 | |||
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Effect of exchange rate changes on cash and cash equivalents | (43) |
| (260) | |||
NET CHANGE IN CASH AND CASH EQUIVALENTS | (616) |
| (3,614) | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 2,603 |
| 7,179 | |||
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | $ 1,987 |
| $ 3,565 | |||
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SUPPLEMENTAL INFORMATION: |
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| Interest paid | $ - |
| $ - | ||
| Income taxes paid | $ - |
| $ - | ||
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The accompanying notes are an integral part of these unaudited consolidated financial statements. |
7
CHINA MEDIA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
December 31, 2019
NOTE 1. Description of Business
China Media Inc. (we, our, the Company, China Media), formerly Protecwerx Inc., was incorporated in the State of Nevada on October 16, 2007.
The Company does not conduct any substantive operations of its own; rather, it conducts its primary business operations through Vallant Pictures Entertainment Co., Ltd. (Vallant), its wholly owned subsidiary incorporated under the laws of the British Virgin Islands, which in turn, conducts its business through Xian TV Media Co. Ltd. (XiAn TV). Effective control over XiAn TV was transferred to the Company through the series of contractual arrangements without transferring legal ownership in XiAn TV. As a result of these contractual arrangements, the Company maintained the ability to approve decisions made by XiAn TV and was entitled to substantially all of the economic benefits of XiAn TV.
XiAn TV was incorporated in XiAn, Shaanxi Province, Peoples Republic of China (PRC) and is in the business of investing, producing and developing film and television programming for the Chinese market.
NOTE 2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited interim consolidated financial statements of China Media Inc. have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Companys annual financial statements for the year ended June 30, 2019. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the year ended June 30, 2019 have been omitted.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including estimates of ultimate revenues and ultimate costs of film and television products, the amount of receivables that ultimately will be collected, the potential outcome of future tax consequences of events that have been recognized in the Companys financial statements and loss contingencies. Actual results could differ from those estimates. To the extent that there are material differences between these estimates and actual results, the Companys financial condition or results of operations will be affected. Estimates are made based on past experience and other assumptions that management believes are reasonable under the circumstances, and management evaluates these estimates on an ongoing basis.
Recent Accounting Pronouncements
On July 1, 2019, the Company adopted Accounting Standards Update (ASU) 2016-02, Leases (as amended by ASU 2018-01, 2018-10, 2018-11, 2018-20, and 2019-01, collectively ASC Topic 842), using the modified retrospective method. The Company elected the transition method which allows entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of electing this transition method, previously reported financial information has not been restated to reflect the application of the new standard to the comparative periods presented. The Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which among other things, allows the Company to carry forward certain historical conclusions reached under ASC Topic 840 regarding lease
8
identification, classification, and the accounting treatment of initial direct costs. The Company elected not to record assets and liabilities on its consolidated balance sheet for new or existing lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such lease on a straight-line basis over the lease term.
The primary impact of applying ASC Topic 842 is the initial recognition of $92,000 of lease liability and $62,000 of right-of-use asset on the Companys consolidated balance sheet as of July 1, 2019, for lease classified as operating leases under ASC Topic 840, as well as enhanced disclosure of the Companys leasing arrangement. There is no cumulative effect to retained earnings or other components of equity recognized as of July 1, 2019 and the adoption of this standard did not impact the consolidated statement of operations and comprehensive loss or consolidated statement of cash flows of the Company. The Company does not have finance lease arrangements as of December31, 2019. See Note 4 for further discussion.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered recurring losses from operations and has a working capital deficit as of December 31, 2019. The Company also generated negative operating cash flows and incurred net loss for the six months ended December 31, 2019.
These matters, among others, raise substantial doubt about our ability to continue as a going concern. While the Company's cash position may not be significant enough to support the Company's daily operations, management intends to raise additional funds by way of cooperation with other film and television producers, obtaining loans from shareholders and borrowing from Dean Li, the President and Chief Executive Officer of the Company, to fund operations. The consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.
NOTE 3. Related Party Transactions
From time to time, the Company borrowed loans from Dean, Li, the President and Chief Executive Officer of the Company. As of December 31, 2019 and June 30, 2019, the Company owed Dean Li $797,147 and $717,974, respectively. The loans borrowed from Mr. Dean Li are unsecured, free of interest with no specified maturity date. The imputed interests are assessed as an expense to the business operation and an addition to the paid-in-capital and calculated based on annual interest rate in the range of 3.39%-4.15% with reference to one-year loan.
The Company has a five-year lease agreement with Shaanxi Gede Trading Co., Ltd. (Gede) to lease its main office for a monthly rent of RMB11,167 (approximately $1,637) with a term of five years and expiration date on December 31, 2022. Gedes Legal Representative and Chief Executive Officer is a major shareholder of the Company. As of December 31, 2019, the Company had a right-of-use asset of $53,404 and lease liability of $91,875related to this lease. The Company also owed Gede rent payable of $43,352 for another lease that ended December 31, 2017. As of June 30, 2019, total rent payable owed to Gede was $73,270. See Note 4 for more details.
On December 11, 2018, the Company provided a guarantee for Shaanxi Hengtai Mingji Trading Co., Ltd.s (Hengtai) two-year loan borrowed from ChangAn Bank in the amount of RMB 210,532,513 (approximately $30,616,700 when borrowed). The loan was pledged by Hengtais receivable from Shaanxi Senzhiyuan Industrial Co., Ltd. (Senzhiyuan), a related party of the Company. See Note 5 for more details.
9
NOTE 4. Operating Lease
On January 1, 2018, the Company entered into a lease agreement with Shaanxi Gede Trading Co., Ltd. (Gede), a related party, to lease its main office for a monthly rent of RMB11,167 (approximately $1,637) with a term of five years.
Balance sheet information related to the operating lease is as follows:
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| December 31, |
| |
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Operating lease right-of-use asset related party |
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| $ | 53,404 |
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| $ | 55,421 |
| |
Operating lease liability, non-current related party |
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| 36,454 |
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| $ | 91,875 |
|
For the six months ended December 31, 2019, the Company had operating lease cost of $9,533 and the reduction in operating lease right-of-use asset related party was $8,102. No cash was paid for amount included in the measurement of operating lease liability related party during the six months ended December 31, 2019.
The weighted-average remaining lease term and the weighted-average discount rate of our lease are as follows:
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| December 31, |
Weighted-average remaining lease term |
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| 3.00 years |
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Weighted-average discount rate |
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| 4.85% |
The following table summarizes the maturity of our operating lease liability related party as of December 31, 2019:
For The Years Ended June 30, |
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2020 (remaining) |
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| $ | 48,089 |
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2021 |
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| 19,235 |
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2022 |
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| 19,235 |
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2023 and thereafter |
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| 9,618 |
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Total lease payment |
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| 96,177 |
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Less imputed interest |
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| (4,302) |
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Total lease liability related party |
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| $ | 91,875 |
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NOTE 5. Commitments and Contingencies
On December 11, 2018, the Company entered into a guarantee agreement to provide guarantee for Shaanxi Hengtai Mingji Trading Co., Ltd.s (Hengtai) two-year loan borrowed from ChangAn Bank in the amount of RMB 210,532,513 (approximately $30,616,700). The guarantee period is two years starting from the date the payment is due. The loan is pledged by Hengtais receivable from Shaanxi Senzhiyuan Industrial Co., Ltd. (Senzhiyuan) in the amount of RMB 226,000,000 and 50 million equity interest in Hengtais two shareholders. The controlling shareholder of Senzhiyuan is also a principal shareholder of the Company.
The information of lease commitment is provided in Note 4.
10
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.
Results of Operations
Comparison of the six months ended December 31, 2019 and 2018:
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| For Six Months Ended December 31, | ||||
| 2019 |
| 2018 | ||
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| ||
Operating expenses |
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|
Selling, general and administrative expense | $ | 118,441 |
| $ | 119,464 |
Impairment loss |
| - |
|
| 729,001 |
Total operating expenses |
| 118,441 |
|
| 848,465 |
|
|
|
|
|
|
Other expense: |
|
|
|
|
|
Interest expense |
| 15,520 |
|
| 13,532 |
Total other expense |
| 15,520 |
|
| 13,532 |
|
|
|
|
|
|
Net loss before income taxes |
| (133,961) |
|
| (861,997) |
Income taxes |
| - |
|
| - |
Net loss | $ | (133,961) |
| $ | (861,997) |
Revenue and Cost
We had no sales and cost for the six months ended December 31, 2019 and 2018.
Operating expenses
During the six months ended December 31, 2019, our total operating expenses were $118,441, a decrease of $730,024 or 86% as compared to $848,465 for the six months ended December 31, 2018. The decrease was primarily due to decrease in impairment loss on film costs.
Net loss
11
Comparison of the three months ended December 31, 2019 and 2018:
|
|
|
|
|
|
| For Three Months Ended December 31, | ||||
| 2019 |
| 2018 | ||
|
|
|
| ||
Operating expenses |
|
|
|
|
|
Selling, general and administrative expense | $ | 60,758 |
| $ | 60,256 |
Impairment loss |
| - |
|
| 729,001 |
Total operating expenses |
| 60,758 |
|
| 789,257 |
|
|
|
|
|
|
Other expense: |
|
|
|
|
|
Interest expense |
| 8,672 |
|
| 6,684 |
Total other expense |
| 8,672 |
|
| 6,684 |
|
|
|
|
|
|
Net loss before income taxes |
| (69,430) |
|
| (795,941) |
Income taxes |
| - |
|
| - |
Net loss | $ | (69,430) |
| $ | (795,941) |
Revenue and Cost
We had no sales and cost for the three months ended December 31, 2019 and 2018.
Operating expenses
During the three months ended December 31, 2019, our total operating expenses were $60,758, a decrease of $728,499 or 92% as compared to $789,257 for the three months ended December 31, 2018. The decrease was primarily due to decrease in impairment loss on film costs.
Net loss
For the three months ended December 31, 2019, we incurred a net loss of $69,430, as compared to a net loss of $795,941 for the three months ended December 31, 2018, a decrease of $726,511 or 91%. This decrease was primarily due to the decrease in operating expenses.
Liquidity and Capital Resources
The following table sets forth a summary of our cash flows for the periods indicated:
|
|
|
|
|
|
|
|
|
|
| For the Six Months Ended |
| |||||
|
| December 31, |
| |||||
|
| 2019 |
|
| 2018 |
| ||
|
|
|
|
|
|
| ||
Net cash used in operating activities |
| $ | (89,389) |
|
| $ | (81,112) |
|
Net cash provided by financing activities |
|
| 88,816 |
|
|
| 77,758 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
| (43) |
|
|
| (260) |
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
| (616) |
|
|
| (3,614) |
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
|
| 2,603 |
|
|
| 7,179 |
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
| $ | 1,987 |
|
| $ | 3,565 |
|
As of December 31,2019, we had cash of $1,987 in our bank accounts and a working capital deficit of $1,202,197.
12
For the six months ended December 31, 2019, we used net cash of $89,389 in operating activities, compared to net cash used of $81,112 in operating activities during the same period of 2018. The increase of $8,277 for net cash used in operating activities was mainly due to the decrease in the change in accrued liabilities and other payablein this period.
During the six months ended December 31, 2019, we received net cash of $88,816 from financing activities, compared to net cash received of $77,758 in financing activities during the same period in fiscal year 2018. The increase of $11,058 in net cash provided by financing activities was due to the increase in loan from a related party.
Our cash level decreased by $616 during the six months ended December 31, 2019, compared to a decrease of $3,614 in the same period of 2018. The changes in cash were a result of the factors described above.
We anticipate that we will meet our ongoing cash requirements through equity or debt financing. We plan to cooperate with various individuals and institutions to acquire the financing required to produce and distribute our products and anticipate this will continue until we accrue sufficient capital reserves to finance all of our productions independently.
We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing and partnerships with finance groups on television and movie projects.
Critical Accounting Policies and Estimates
Please refer to Managements Discussion and Analysis of Financial Condition and Results of Operations in our 2019 10-K for disclosures regarding our critical accounting policies and estimates. The interim financial statements follow the same accounting policies and methods of computations as those for the year ended June 30, 2019.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Audit Committee
The functions of the audit committee are currently carried out by our Board of Directors, who has determined that we do not have an audit committee financial expert on our Board of Directors to carry out the duties of the audit committee. The Board of Directors has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
13
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2019. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Changes in Internal Control
Except as discussed above, there were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that occurred during the quarterly period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
None.
None.
ExhibitNumber | Exhibit Description |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
14
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| China Media Inc. |
| (Registrant) |
|
|
| /s/ Dean Li |
Date: February 14, 2020 | Dean Li |
| President, Chief Executive Officer |
| (Principal Executive Officer) |
|
|
15
Exhibit 31.1
Certification Of The Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Dean Li, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of China Media Inc.; |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
6. | The registrant's other certifying officer(s) and I have indicated in this report whether or not there were significant changes in internal controls or on other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Dated: February 14, 2020
By: /s/ Dean Li
Dean Li
President, Chief Executive Officer
Exhibit 31.2
Certification Of The Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Ruijuan Hou, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of China Media Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
6. | The registrant's other certifying officer(s) and I have indicated in this report whether or not there were significant changes in internal controls or on other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Dated: February 14, 2020
By: /s/Ruijuan Hou
Ruijian Hou
Chief Financial Officer, Principal Accounting Officer
Exhibit 32.1
Certification Pursuant to 18 U.S.C. 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of China Media Inc. (the Company) on Form 10-Q for the period ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Dean Li, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 14, 2020
By: /s/Dean Li
Dean Li
President, Chief Executive Officer
Exhibit 32.2
Certification Pursuant to 18 U.S.C. 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of China Media Inc. (the Company) on Form 10-Q for the period ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Ruijuan Hou, Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: February 14, 2020
By: /s/Ruijuan Hou
Ruijuan Hou
Chief Financial Officer, Principal Accounting Officer
Commitments and Contingencies |
6 Months Ended |
---|---|
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5. Commitments and Contingencies
On December 11, 2018, the Company entered into a guarantee agreement to provide guarantee for Shaanxi Hengtai Mingji Trading Co., Ltd.’s (“Hengtai”) two-year loan borrowed from Chang’An Bank in the amount of RMB 210,532,513 (approximately $30,616,700). The guarantee period is two years starting from the date the payment is due. The loan is pledged by Hengtai’s receivable from Shaanxi Senzhiyuan Industrial Co., Ltd. (“Senzhiyuan”) in the amount of RMB 226,000,000 and 50 million equity interest in Hengtai’s two shareholders. The controlling shareholder of Senzhiyuan is also a principal shareholder of the Company.
The information of lease commitment is provided in Note 4. |
Operating Lease (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Dec. 31, 2019 |
Jun. 30, 2019 |
|
Disclosure Operating Lease Details Abstract | ||
Operating lease right-of-use asset - related party | $ 53,404 | |
Operating lease liability, current - related party | 55,421 | |
Operating lease liability, non-current - related party | 36,454 | |
Total operating lease liability | 91,875 | |
Operating Lease cost | 9,533 | |
Reduction in operating lease right-of-use asset - related party | $ 8,102 | |
Weighted-average remaining lease term | 3 years | |
Weighted-average discount rate | 4.85% |
Summary of Significant Accounting Policies |
6 Months Ended |
---|---|
Dec. 31, 2019 | |
Summary Of Significant Accounting Policies | |
Summary of Significant Accounting Policies | NOTE 2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited interim consolidated financial statements of China Media Inc. have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual financial statements for the year ended June 30, 2019. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the year ended June 30, 2019 have been omitted.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including estimates of ultimate revenues and ultimate costs of film and television products, the amount of receivables that ultimately will be collected, the potential outcome of future tax consequences of events that have been recognized in the Company’s financial statements and loss contingencies. Actual results could differ from those estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or results of operations will be affected. Estimates are made based on past experience and other assumptions that management believes are reasonable under the circumstances, and management evaluates these estimates on an ongoing basis.
Recent Accounting Pronouncements
On July 1, 2019, the Company adopted Accounting Standards Update (ASU) 2016-02, Leases (as amended by ASU 2018-01, 2018-10, 2018-11, 2018-20, and 2019-01, collectively ASC Topic 842), using the modified retrospective method. The Company elected the transition method which allows entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of electing this transition method, previously reported financial information has not been restated to reflect the application of the new standard to the comparative periods presented. The Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which among other things, allows the Company to carry forward certain historical conclusions reached under ASC Topic 840 regarding lease identification, classification, and the accounting treatment of initial direct costs. The Company elected not to record assets and liabilities on its consolidated balance sheet for new or existing lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such lease on a straight-line basis over the lease term.
The primary impact of applying ASC Topic 842 is the initial recognition of $92,000 of lease liability and $62,000 of right-of-use asset on the Company’s consolidated balance sheet as of July 1, 2019, for lease classified as operating leases under ASC Topic 840, as well as enhanced disclosure of the Company’s leasing arrangement. There is no cumulative effect to retained earnings or other components of equity recognized as of July 1, 2019 and the adoption of this standard did not impact the consolidated statement of operations and comprehensive loss or consolidated statement of cash flows of the Company. The Company does not have finance lease arrangements as of December 31, 2019. See Note 4 for further discussion.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered recurring losses from operations and has a working capital deficit as of December 31, 2019. The Company also generated negative operating cash flows and incurred net loss for the six months ended December 31, 2019.
These matters, among others, raise substantial doubt about our ability to continue as a going concern. While the Company's cash position may not be significant enough to support the Company's daily operations, management intends to raise additional funds by way of cooperation with other film and television producers, obtaining loans from shareholders and borrowing from Dean Li, the President and Chief Executive Officer of the Company, to fund operations. The consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern. |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
Income Statement [Abstract] | ||||
Selling, general and administrative | $ 60,758 | $ 60,256 | $ 118,441 | $ 119,464 |
Impairment loss | 729,001 | 729,001 | ||
Total operating expenses | 60,758 | 789,257 | 118,441 | 848,465 |
Other income (expense) | ||||
Interest expense | 8,672 | 6,684 | 15,520 | 13,532 |
Net income before income taxes | (69,430) | (795,941) | (133,961) | (861,997) |
Income taxes benefit | ||||
Net loss | (69,430) | (795,941) | (133,961) | (861,997) |
Comprehensive income | ||||
Net loss | (69,430) | (795,941) | (133,961) | (861,997) |
Foreign currency translation gain (loss) | (26,881) | 1,824 | 14,402 | 7,235 |
Comprehensive income (loss) | $ (96,311) | $ (794,117) | $ (119,559) | $ (854,762) |
Net income per common share, basic and diluted | $ 0 | $ (0.02) | $ 0 | $ (0.02) |
Weighted average number of shares outstanding-basic and diluted | 39,750,000 | 39,750,000 | 39,750,000 | 39,750,000 |
Related Party Transactions |
6 Months Ended |
---|---|
Dec. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | NOTE 3. Related Party Transactions
From time to time, the Company borrowed loans from Dean, Li, the President and Chief Executive Officer of the Company. As of December 31, 2019 and June 30, 2019, the Company owed Dean Li $797,147 and $717,974, respectively. The loans borrowed from Mr. Dean Li are non-secured, free of interest with no specified maturity date. The imputed interests are assessed as an expense to the business operation and an addition to the paid-in-capital and calculated based on annual interest rate in the range of 3.39%-4.15% with reference to one-year loan.
The Company has a five-year lease agreement with Shaanxi Gede Trading Co., Ltd. (“Gede”) to lease its main office for a monthly rent of RMB11,167 (approximately $1,637) with a term of five years and expiration date on December 31, 2022. Gede’s Legal Representative and Chief Executive Officer is a major shareholder of the Company. As of December 31, 2019, the Company had right-of-use asset of $53,404 and lease liability of $91,875 of this lease. The Company also owed Gede rent payable of $43,352 for another lease that ended December 31, 2017. As of June 30, 2019, total rent payable owed to Gede was $81,823. See Note 4 for more details.
On December 11, 2018, the Company provided a guarantee for Shaanxi Hengtai Mingji Trading Co., Ltd.’s (“Hengtai”) two-year loan borrowed from Chang’An Bank in the amount of RMB 210,532,513 (approximately $30,616,700 when borrowed). The loan was pledged by Hengtai’s receivable from Shaanxi Senzhiyuan Industrial Co., Ltd. (“Senzhiyuan”), a related party of the Company. See Note 5 for more details. |
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M"5>Q">
Operating Lease |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating Lease | NOTE 4. Operating Lease
On January 1, 2018, the Company entered into a lease agreement with Shaanxi Gede Trading Co., Ltd. (“Gede”), a related party, to lease its main office for a monthly rent of RMB11,167 (approximately $1,637) with a term of five years.
Balance sheet information related to the operating lease is as follows:
For the six months ended December 31, 2019, the Company had operating lease cost of $9,533 and the reduction in operating lease right-of-use asset – related party was $8,102. No cash was paid for amount included in the measurement of operating lease liability – related party during the six months ended December 31, 2019.
The weighted-average remaining lease term and the weighted-average discount rate of our lease are as follows:
The following table summarizes the maturity of our operating lease liability – related party as of December 31, 2019:
|
Related Party Transactions (Details Narrative) - USD ($) |
6 Months Ended | |
---|---|---|
Dec. 31, 2019 |
Jun. 30, 2019 |
|
Minimum [Member] | ||
Range of Annual Imputed Interest Rate (as a percentage) | 3.39% | |
Maximum [Member] | ||
Range of Annual Imputed Interest Rate (as a percentage) | 4.15% | |
Dean Li, President and Shareholder | ||
Advance from Related party | $ 797,147 | $ 717,974 |
Description of Business |
6 Months Ended |
---|---|
Dec. 31, 2019 | |
Description Of Business | |
Description of Business | NOTE 1. Description of Business
China Media Inc. (“we”, “our”, the “Company”, “China Media”), formerly Protecwerx Inc., was incorporated in the State of Nevada on October 16, 2007.
The Company does not conduct any substantive operations of its own; rather, it conducts its primary business operations through Vallant Pictures Entertainment Co., Ltd. (“Vallant”), its wholly owned subsidiary incorporated under the laws of the British Virgin Islands, which in turn, conducts its business through Xi’an TV Media Co. Ltd. (“Xi’An TV”). Effective control over Xi’An TV was transferred to the Company through the series of contractual arrangements without transferring legal ownership in Xi’An TV. As a result of these contractual arrangements, the Company maintained the ability to approve decisions made by Xi’An TV and was entitled to substantially all of the economic benefits of Xi’An TV.
Xi’An TV was incorporated in Xi’An, Shaan’xi Province, People’s Republic of China (“PRC”) and is in the business of investing, producing and developing film and television programming for the Chinese market. |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Dec. 31, 2019 |
Jun. 30, 2019 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 39,750,000 | 39,750,000 |
Common stock, shares outstanding | 39,750,000 | 39,750,000 |
Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
---|---|
Dec. 31, 2019 | |
Disclosure Summary Of Significant Accounting Policies Policies Abstract | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation
The accompanying unaudited interim consolidated financial statements of China Media Inc. have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual financial statements for the year ended June 30, 2019. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the year ended June 30, 2019 have been omitted. |
Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes, including estimates of ultimate revenues and ultimate costs of film and television products, the amount of receivables that ultimately will be collected, the potential outcome of future tax consequences of events that have been recognized in the Company’s financial statements and loss contingencies. Actual results could differ from those estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or results of operations will be affected. Estimates are made based on past experience and other assumptions that management believes are reasonable under the circumstances, and management evaluates these estimates on an ongoing basis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements
On July 1, 2019, the Company adopted Accounting Standards Update (ASU) 2016-02, Leases (as amended by ASU 2018-01, 2018-10, 2018-11, 2018-20, and 2019-01, collectively ASC Topic 842), using the modified retrospective method. The Company elected the transition method which allows entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of electing this transition method, previously reported financial information has not been restated to reflect the application of the new standard to the comparative periods presented. The Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which among other things, allows the Company to carry forward certain historical conclusions reached under ASC Topic 840 regarding lease identification, classification, and the accounting treatment of initial direct costs. The Company elected not to record assets and liabilities on its consolidated balance sheet for new or existing lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such lease on a straight-line basis over the lease term.
The primary impact of applying ASC Topic 842 is the initial recognition of $92,000 of lease liability and $62,000 of right-of-use asset on the Company’s consolidated balance sheet as of July 1, 2019, for lease classified as operating leases under ASC Topic 840, as well as enhanced disclosure of the Company’s leasing arrangement. There is no cumulative effect to retained earnings or other components of equity recognized as of July 1, 2019 and the adoption of this standard did not impact the consolidated statement of operations and comprehensive loss or consolidated statement of cash flows of the Company. The Company does not have finance lease arrangements as of December 31, 2019. See Note 4 for further discussion. |
Going Concern | Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has suffered recurring losses from operations and has a working capital deficit as of December 31, 2019. The Company also generated negative operating cash flows and incurred net loss for the six months ended December 31, 2019.
These matters, among others, raise substantial doubt about our ability to continue as a going concern. While the Company's cash position may not be significant enough to support the Company's daily operations, management intends to raise additional funds by way of cooperation with other film and television producers, obtaining loans from shareholders and borrowing from Dean Li, the President and Chief Executive Officer of the Company, to fund operations. The consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern. |
Operating Lease (Details 2) |
Dec. 31, 2019
USD ($)
|
---|---|
Disclosure Operating Lease Details Abstract | |
2020 | $ 48,089 |
2021 | 19,235 |
2022 | 19,235 |
2023 | 9,618 |
Total | 96,177 |
Less imputed interest | (4,302) |
Total lease liability - related party | $ 91,875 |
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Operating Lease (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure Commitments And Contingencies Tables Abstract | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Operating Lease | Balance sheet information related to the operating lease is as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Weighted-average remaining lease term | The weighted-average remaining lease term and the weighted-average discount rate of our lease are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of maturity of operating lease liability | The following table summarizes the maturity of our operating lease liability – related party as of December 31, 2019:
|
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) |
6 Months Ended | |
---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
|
CASH FLOWS OPERATING ACTIVITIES | ||
Net loss | $ (133,961) | $ (861,997) |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Imputed interest | 15,474 | 13,484 |
Impairment loss on film costs | 729,001 | |
Operating lease right-of-use asset - related party | 8,102 | |
Changes in operating assets and liabilities: | ||
Accrued liabilities and other payable | 19,565 | 38,400 |
Operating lease liability - related party | 1,431 | |
Net cash provided by (used in) operating activities | (89,389) | (81,112) |
CASH FLOW FINANCING ACTIVITIES | ||
Proceeds from related parties | 88,816 | 77,758 |
Net cash used in financing activities | 88,816 | 77,758 |
Effect of exchange rate changes on cash | (43) | (260) |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (616) | (3,614) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR | 2,603 | 7,179 |
CASH AND CASH EQUIVALENTS AT END OF THE YEAR | 1,987 | 3,565 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | ||
Income taxes paid |